2026 Annual Report

R
TO Limited
Annual Report
For the year ended 31 March 2026
CO
NTENTS
P
age
Chairman’s Report 2
Statement of Comprehensive Income 4
Statement of Changes in Equity 5
Statement of Financial Position 6
Statement of Cash Flows 7
Notes to the Financial Statements 8
Independent Auditor’s Report to the Shareholders 25
Corporate Governance Statement 28
Additional Information 33
Company Directory 35
24 June 2026

2







Dear Shareholder,

Activities during the Financial Year ended 31 March 2026

During the course of the financial year:

• The Company did not undertake any business activities.
• The Board was actively engaged in seeking to identify a potential business to acquire as part
of a reverse takeover transaction.

The Board believes that the Company an attractive vehicle for a reverse takeover transaction.

Going Forward the Board continues to actively looking to identify a suitable business opportunity to
invest in and/or acquire through a reverse takeover transaction. 

Discussions have been had with several potential acquisition targets to date, but none of those
discussions have developed into a tangible transaction to date.

What is a reverse takeover transaction?
A reverse takeover transaction is a transaction structured such that the Company would acquire
100% of the business assets, or the shares in the company that owns the business assets, in
consideration for the payment of cash and/or the issue of new shares in the Company, to the
vendors, to fund the acquisition. The new business acquired would then effectively become a
subsidiary of the Company (the listed company), trading on the NZX Main Board. The stakeholders
in the business acquired, would ultimately become shareholders in the Company as part of the
reverse takeover transaction, and would have representation at the Board level as appropriate. In
conjunction with the reverse takeover transaction process, the Company would seek to raise
additional growth capital to assist in funding the future growth of the business.

Investment Criteria
The Board is focusing on business opportunities that satisfy one or more of the following investment
criteria:

• The business has excellent personnel and management.
• The business operates in an attractive and positive business sector.
• The business has a robust business model.
• The business has solid historical earnings, or alternatively has a sound business platform
from which to implement its business plan and generate strong earnings in the future.
• The business owns proprietary intellectual property.
• The business has potential to grow organically, via acquisition, or through the further
investment in capital plant.
• The business has the potential to scale internationally.
• The business would benefit from being able to raise additional capital on the market.
• The Board continues to investigate all credible investment opportunities that may present
themselves and are hopefully of having a transaction underway during the course of this
calendar year.
CHAIRMAN’S REPORT
RTO Limited
For the year ended 31 March 2026

3


Yours sincerely




Sean Joyce
Chair
RTO Limited

4


STATEMENT OF COMPREHENSIVE INCOME
RTO Limited
For the year ended 31 March 2026
2026 2025

Notes $ $

Income
Interest income 5 1,031 10,882
Other Income 5 69,000 300,000
Total Income 70,031 310,882

Expenses
Directors' fees 22 (138,000) (138,000)
Interest expense - (3,920)
Other operating expenses 6 (105,862) (224,198)

Total expenses (243,862) (366,118)

Loss before income tax (173,831) (55,236)

Income tax benefit/(expense) 7 - -

Net loss after tax (173,831) (55,236)

Total comprehensive loss for the year (173,831) (55,236)

Attributable to:
Owners of the company (173,831) (55,236)


Loss per share
Basic and diluted earnings/(loss) per share (cents per share): 9 (0.06) (0.02)






















The accompanying notes form part of these financial statements and should be read in conjunction with them.

5


STATEMENT OF CHANGES IN EQUITY
RTO Limited
For the year ended 31 March 2026



Notes Share Contributed Accumulated Total
capital capital losses equity

$ $ $ $


Balance at 1 April 2024 13,547,337 407,606 (13,788,750) 166,193

Loss for the year

- - (55,236) (55,236)
Total comprehensive loss for the year - - (55,236) (55,236)

Transactions with owners in their capacity
as owners

Issue of ordinary shares, net of transactions
costs




250,000




250,000

Balance at 31 March 2025 13,797,337 407,606 (13,843,986) 360,956


Balance at 1 April 2025 13,797,337 407,606 (13,843,986) 360,956

Loss for the year - - (173,831) (173,831)

Total comprehensive loss for the year - - (173,831) (173,831)



Balance at 31 March 2026 13,797,337 407,606 (14,017,817) 187,125






















The accompanying notes form part of these financial statements and should be read in conjunction with them.

7


STATEMENT OF CASH FLOWS
RTO Limited
For the year ended 31 March 2026


2026 2025
Notes $ $

Cash flows from operating activities
Interest received 1,031 10,882
Income taxes refunded
Other Income
-
69,000
5,300
-
Operating inflows 70,031 16,182

Payments to suppliers (243,662) (362,488)
Operating outflows (243,662) (362,488)

Net cash from / (used in) operating activities 17 (173,632) (346,307)

Net increase / (decrease) in cash and cash equivalents (173,632) (346,307)
Cash and cash equivalents at the beginning of the period 16 288,535 634,842
Cash and cash equivalents at the end of the year 16 114,903 288,535





































The accompanying notes form part of these financial statements and should be read in conjunction with them

8






1. General Information
These financial statements are for RTO Limited (the “Company”).
The Company is a limited liability company, domiciled and incorporated in New Zealand. The Company is listed
by NZX Limited on the NZX Main Board (“NZX”).
The Company is registered under the Companies Act 1993 and is an FMC Reporting Entity under part 7 of the
Financial Markets Conduct Act 2013.
The Company previously operated a financial services business focused on mortgage lending. The Company
discontinued these activities in the year ended 31 March 2023 and is currently non trading. This should be read
in conjunction with the comments in Note 24: Material Uncertainty Relating to Going Concern.
There are no seasonal or cyclical influences on these financial results.

2. Basis of Preparation
These financial statements have been prepared in accordance with Generally Accepted Accounting Practice
in New Zealand (‘NZ GAAP’) and with the requirements of the Financial Markets Conduct Act 2013 and the
NZX Main Board Listing Rules. The Company is a for-profit entity for the purposes of NZ GAAP. The financial
statements comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”)
and International Financial Reporting Standards (IFRS).
The financial statements have been prepared on a historical cost basis except for any financial instruments
that are measured at fair value at the end of each reporting period, as explained in the accounting policies
below. Historical cost is generally based on the fair value of the consideration given in exchange for goods or
services.
The financial statements are presented in New Zealand dollars and all numbers are rounded to the nearest dollar.


3. Material Accounting P olicy information

3.1 Application of new and revised NZ IFRSs, amendments and interpretations
There were no new NZ IFRS, or NZ IFRIC interpretations adopted during the year, nor any that are not yet
effective that would be expected to have a material impact on the Company.
The financial statements have been prepared using same accounting policies detailed in the Company’s
audited financial statements for the year ended 31 March 2025.
The following standard (NZ IFRS 18) has been issued but not yet effective. The standard doesn’t apply till after
01 January 2027. RTO Limited will look at implementing the new standard after 31 March 2027.








NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

9






3.2 Income Tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Statement of
Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case
it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit at the time of the transaction, and differences relating to investments in subsidiaries
and joint operations to the extent that they probably will not reverse in the foreseeable future. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
In principle deferred tax liabilities are recognised from taxable temporary timing differences. Deferred tax assets
are only recognised to the extent that it is probable that future taxable profits will be available against which
deductible temporary differences and unused tax losses and tax credits can be recognised. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be recognised.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Company has a legally enforceable right to offset current tax assets against current tax
liabilities.

3.3 Goods and Services Tax (GST)
The Company is not registered for GST. Therefore, all amounts are stated inclusive of GST.


3.4 Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.

The company has no restrictions on cash and has no cash facilities available.


3.5 Financial Instruments
Recognition and Derecognition
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the
Company becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.



NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

10








Financial Assets
Classification and initial measurement
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted
for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the
following categories:
• Amortised cost
• Fair value through profit or loss (FVTPL)
• Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset
Transaction costs that are directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
• They are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows.
• The contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments.
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and assigning
the related interest income over the appropriate period. For financial assets other than those purchased or
assets that are credit impaired on initial recognition, the effective interest rate is the rate that exactly discounts
estimated future cash through the expected life of the financial asset, or, where appropriate, a shorter period,
to the gross carrying amount of the financial asset on initial recognition.




NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

11






Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Relevant instruments within the scope of the new requirements included
loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract
assets recognised and measured under IFRS 15 and loan commitments.
Recognition of credit losses is no longer dependent on the Company first identifying a credit loss event. Instead
the Company considers a broader range of information when assessing credit risk and measuring expected
credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the
expected collectability of the future cash flows of the instrument. In applying this forward-looking approach, a
distinction is made between:

Stage 1: Financial instruments that have not deteriorated significantly in credit quality since initial recognition or
that have low credit risk;
Stage 2: Financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low;
Stage 3: Financial assets that have objective evidence of impairment at the reporting date.
12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses are
recognised for the second and third category. Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the financial instrument.
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the
Company compares the risk of a default occurring on the financial asset at the reporting date with the risk of a
default occurring on the financial asset at the date of initial recognition. In making this assessment, the
Company considers both quantitative and qualitative information. The nature of the Company’s finance
receivables has been short-term residential property lending with a predominant focus on the underlying security
value of the finance receivable (i.e. the residential property value) in the credit assessment. Credit risk
information is updated and monitored regularly. While there are no loan receivables at 31 March 2026, loan
receivables were subject to regular scrutiny, as a key component of credit risk management. This includes a
review of the borrower’s repayment history and any interest arrears; any changes in the borrowers’
circumstances which could impact on their ability to repay either interest or principal amounts on their due date;
and any movement in the security value. The Company regularly monitors the effectiveness of the criteria used
to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure
that the criteria are capable of identifying significant increase in credit risk before the amount becomes past
due.


Financial Liabilities
Financial liabilities are classified into one of the following measurement categories:
• those to be measured subsequently at fair value through profit or loss (‘FVTPL’); and
• those to be measured at amortised cost.
At initial recognition financial liabilities are measured at fair value plus transaction costs that are directly
attributable to the issue of the financial liabilities. The amortised cost of a financial liability is the amount at which
the financial liability is measured at initial recognition minus the principal repayments, plus the cumulative
amortisation using the effective interest method of any difference between that initial amount and the maturity
amount. The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial liability, or (where appropriate) a
shorter period, to the amortised cost of a financial liability. The Company’s financial liabilities measured at
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

12








amortised cost include Bonds and Trade and other payables. The Company derecognises financial liabilities
when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference
between the carrying amount of the financial liability derecognised and the consideration paid and payable is
recognised in profit or loss.


3.6 Property, Plant and Equipment and Depreciation
All property, plant and equipment are recorded at historical cost less accumulated depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. Depreciation of the assets has
been calculated at the maximum rates permitted by the Income Tax Act 2007. The entity has asset classes as
set out below:
Plant and IT equipment: depreciation rates of 50% and DV used.
No property, plant and equipment has been pledged as security and that no restrictions exist over the property, plant
and equipment items.


4. Critical Estimates and Judgements used in applying Accounting Policies
The Company prepares its financial statements in accordance with NZ IFRS, the application of which often
requires judgements to be made by management when formulating the Company’s financial position and
results. Under NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the
Company’s circumstances for the purpose of presenting a true and fair view of the Company’s financial
position, financial performance and cash flows.
In determining and applying accounting policies, judgement is often required in respect of items where the
choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported
results or net asset position of the Company. Such judgement can sometimes result in a change of accounting
policy if it is later determined that a different choice is more appropriate.
Below are the critical accounting estimates and judgements.

Recovery of deferred tax assets

Deferred tax assets are recognized for deductible temporary differences only if the company considers it is
probable that future taxable amounts will be available to utilise those temporary differences and losses. Judgment
is required in determining the timing and amount of expected future taxable profits.













NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

13











5. Income

The Company recognises revenue from interest income from bank accounts. Other income
for 2026 is reverse listing reimbursement.





Interest income from term deposits and bank accounts
Other Income
Total











2026 2025
$ $

1,031 10,882
69,000 300,000
70,031 310,882

6. Other Operating Expenses

2026 2025
$ $

Audit fees - for the audit of the financial statements 13,375 12,652
Accounting, consulting and legal 36,462 132,604
NZX fees and list charges 21,312 24,182
Insurance expenses 24,370 20,620
Depreciation expenses 131 261
Professional Services - 16,680
Other operating expenses
Rent
Share Registry Charges
1,972
-
8,241
1,750
799
14,649
105,862 224,198


Auditors perform no other services other than auditing these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

14









7. Income Tax
This note provides an analysis of the Company’s income tax expense, shows how the tax expense is affected
by non-assessable and non-deductible items.
Reconciliation of income tax expense to prima facie tax payable

2026 2025
$ $

Loss before income tax and adjustments (172,894) (55,236)
Current year tax at the tax rate of 28% (2025: 28%) (48,410) (15,466)
(48,410) (15,466)

Tax effect of amounts which are not deductible in calculating taxable
income/(loss):

Non-deductible expenses - -
Current tax losses not recognised 48,673 15,446
Income tax expense - -

In view of the current financial position of the Company, the Directors have decided not to recognise the
deferred tax asset.







Tax Losses

2026
$
2025
$
Tax losses for which no deferred tax asset has been recognised

(3,889,482) (3,716,588)

Potential tax benefit @ 28% (1,089,055) (1,040,645)

In view of the current financial position and loss position of the Company, the Directors have decided not to
recognise any tax benefit on tax losses carried forward by the Company. The availability of tax losses carried
forward are subject to continuity of shareholders requirements being met in order to be utilised by the Company.


Imputation Credits

The Company has the following imputation credits available at 31 March 2026 of $3,421.
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

15







8. Dividends Declared and Paid
No dividends were declared or paid relating to the Company results for the year ended 31 March 2026 (2025:
$ Nil).


9. Earnings Per Share
2026 2025

Basic earnings/(loss) per share (cents): (0.06) (0.02)
Diluted earnings/(loss) per share (cents): (0.06) (0.02)

The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:
2026 2025
Loss for the period attributable to owners of the parent company ($) (173,831)
(55,236)
Weighted average number of ordinary shares used in the calculation of
basic and diluted earnings per share

312,443,895

312,443,895



At 31 March 2026, there were no financial instruments or rights held by any shareholders that were considered
to be dilutive (2025: Nil). Accordingly, basic and diluted earnings per share are identical for the accounting
periods being reported on.
The Company presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic
EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average
number of ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting
the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding, adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments
considered to be dilutive as at 31 March 2026.
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

16



10. Net Tangible Assets per Share (Non-GAAP)

2026 2025
Net tangible assets ($)
187,125
360,956
Issued shares at balance date
10,000,026
10,000,026
Net tangible assets per share (cents) 1.87 3.61
11. Prepayments and Other Receivables


2026 2025

$ $
Prepayments 8,712 10,066
Other receivables 78,335 78,047
Total 87,047 88,113

Current

12,047

13,113
Non-current 75,000 75,000
Total
87,047 88,113




12. Property, Plant and Equipment


2026
$
2025
$
Cost

Balance at 1 April 2025 11,773 11,773
Additions - -
Disposals - -
Balance at 31 March 2026 11,773 11,773


Accumulated depreciation

Balance at 1 April 2025 (11,512) (11,251)
Depreciation (130) (261)
Balance at 31 March 2026 (11,642) (11,512)

Carrying value 131 261


NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

17






13. Trade and Other Payables

2026
$
2025
$
Trade payables 2,519 4,453
Total 2,519 4,453


14. Accruals

2026
$
2025
$
Accrued expenses 12,437 11,500
Total 12,437 11,500


15. Borrowings


On 22 April 2024 Blackwell Global Group Limited (BGGL) forgave $200,000 of secured bonds, which was
recognized in other income.
On 26 August 2024 following receiving shareholder approval, BGGL converted $250,000 of secured bonds
into 62,500,000 shares at $0.004 per share. BGGL forgave the remaining balance of $100,000 secured bonds
with immediate effect.
No new bonds have been issued in the period. The value of the bonds recognised in the Statement of Financial
Position is calculated as follows:

2026
$
2025
$
Balance at beginning of year
- 546,080
Amortisation of the premium on the bonds - 3,920
Forgiveness of bonds
Conversion to share capital (Note 18)
-
-

(300,000)
(250,000)
Bond liability - -
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

18







16. Cash and Cash Equivalents

2026
$
2025
$
Cash at bank and on hand 114,903 288,535
Total 114,903 288,535

The current floating interest rate on cash in bank accounts is 1.60% per annum.
The bank balances are held with a New Zealand trading bank with AA- credit ratings.

17. Reconciliation of net operating cashflows 2026 2025
$ $

Net loss for the year
(173,831)

(55,236)

Adjustments for:
Depreciation 131 261
Capitalised interest expense
Debt Forgiveness
-
-
3,920
(300,000)


(173,701)

(351,055)

Changes in net assets and liabilities:
(Increase) / decrease in prepayments and other receivables 1,066 705
Increase / (decrease) in trade and other payables (1,934)

4,044
Increase / (decrease) in accruals, provisions and other
liabilities (excluding deferred income)
937 -
Net cash (used in) / generated by operating activities
(173,632)

(346,307)












NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

19








18. Share Capital

No. of

Shares $
Ordinary shares at 1 April 2024 673,759,059 13,547,337
Ordinary shares issued during the year
Consolidation of Shares
62,500,000
(726,259,033)
250,000
-
Ordinary shares as at 31 March 2025 10,000,026 13,797,337

Ordinary Shares as at 1 April 2025

10,000,026

13,797,337
Ordinary shares issued during the year - -
Ordinary shares as at 31 March 2026 10,000,026 13,797,337


All Ordinary Shares are issued and fully paid and have no par value, and have an equal right to vote, to
dividends and to any surplus on winding up. There are no restrictions on dividends or capital repayment. The
Company does not have a total number of authorised shares. The Board may issue shares or other equity
securities to any person in any number it thinks fit provided that while the Company is Listed, the issue is made
in accordance with the NZX listing rules.

There are no shares held by the entity. Also, no shares are reserved for issue under options or contracts.


On 26 August 2024 bonds with face value of $250,000 were converted to 62,500,000 ordinary shares. An
expense of $4,342 relating to the issue of these shares was netted against the value.

On 30 August 2024 the Company completed the consolidation of shares on 73.6259 shares into 1 share in the
Company basis. RTO Limited now has 10,000,026 ordinary shares post completion of the share consolidation.



NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

20








19. Financial Instruments by Category

Financial Assets
At amortised
cost

Total

$ $
2026

Cash and cash equivalents 114,903 114,903
Other Receivables 12,047 12,047
Total 126,950 126,950


$

$
2025

Cash and cash equivalents 288,535 288,535
Other receivables 13,113 13,113
Total 301,648 301,648


Financial Liabilities

At amortised
cost


Total

$ $
2026

Trade and other payables 2,519 2,519
Accruals and other liabilities 11,500 11,500
Total 14,019 14,019



2025

Trade and other payables 4,453 4,453
Accruals and other liabilities 11,500 11,500
Total 15,953 15,953
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

21






20. Risk Management

20.1 Market Risk
Market risk is the risk that market interest rate or foreign exchange rates will change and impact on the
Company’s earnings due to mismatches between repricing dates of interest-bearing assets and liabilities. Refer
to note 20.3 on interest rate risk for further details regarding interest rate risk. The Company has no exposure
to pricing or foreign exchange risks.

20.2 Liquidity Risk
Liquidity risk is the risk that the Company is unable to meet its payment obligations as they fall due. The timing
mismatch of cash flows and the related liquidity risk is inherent in all financial operations and is closely monitored
by the Company.
Management of liquidity risk is designed to ensure that the Company can generate or obtain sufficient cash on
time and at a reasonable price to meet its daily financial commitments.




Financial Liabilities



< 1 year


>1 year



Total

$ $ $
2026

Trade and other payables 2,519 - 2,519
Accruals and other liabilities 11,500 - 11,500
Total 14,019 - 14,019

20.3 Interest Rate Risk
Currently the Company has only one interest bearing cash and cash equivalents bank account. This relates to
the bank account with floating interest rates. The impact on loss after tax and equity would be as follows if the
interest rates deviated by 1% from the current interest rates:


2026
$
2025
$
Cash and cash equivalents 114,903 288,535
Rate (+/-1%) 1,149/(1,149) 2,885/(2,885)
The entity has no remaining loan receivable balances at 31 March 2026. All other interest-bearing financial
assets and liabilities are at fixed interest rates.
Cash Management
Any cash on hand is held by the ASB Bank which is a registered bank and has an AA- rating with Standard and
Poor’s.


NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

22







21. Related Parties
RTO Limited is controlled by Blackwell Global Group Limited (incorporated in the Cayman Islands) which owns
74.08% of the Company’s shares. The Company’s ultimate controlling party is Mr Kaw (Michael) Sing Chai, who
also owns 7.59% of the Company’s shares in his own name. The remaining 18.33% of the Company’s shares
are widely held.
On 26 August 2024 at the request of independent Directors, the Company’s major shareholder (Blackwell
Global Group Limited) forgave $200,000 of secured bonds and converted $250,000 of secured bonds into
shares.
Related party transactions
No costs were paid on behalf of the Company during the year (2025: no related party transactions).
Blackwell Global Investments Limited is a related party through common shareholding.

22. Remuneration of Directors
2026 2025
$ $
Sean Joyce 86,250 86,250
Craig Alexander 51,750 51,750
Total 138,000 138,000



22.1 Key Management Personnel Remuneration
The directors are remunerated solely through Director’s fees.

23. Directors Shareholdings
Number of Shares
Director Holder(s)
2026 2025
Say Chan Law (James) Say Chan Law (James) 262,000 262,000

On 22 April 2024, Kaw Sing Chai resigned as a Director from RTO Limited.
During 2019 and 2018, bonds were issued to Blackwell Global Group Limited based in Singapore in which Kaw
(Michael) Sing Chai has shareholding interests.





NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

23








23.1 Related Party Transactions
During the year there were Consultancy fees transactions of $0 from Sean Joyce (2025: $73,301).

Directors' Remuneration
Remuneration details of Directors are provided above.
Indemnification and Insurance of Officers and Directors
The Company indemnifies Directors and Executive Officers of the Company against all liabilities which arise out
of the performance of their normal duties as Directors or Executive Officers, unless the liability relates to
conduct involving lack of good faith. To manage this risk, the Company has indemnity insurance. The total cost
of this insurance expensed in the Company during the financial year was $24,370 (2025: $20,620).
Share Transactions
No directors acquired or disposed of any Ordinary Shares in the Company during the year.
Directors' Loans
There were no loans made by the Company to the Directors or by the Directors to the Company during the year.
Use of Company Information
The Board received no notices during the year from Directors requesting to use Company information received in
their capacity as Directors which would not otherwise have been available to them.

Reimbursement of listing expenses
The reimbursement of listing expenses was from one of the Director’s companies.

24. Material Uncertainty Relating to Going Concern
The Company has incurred a net loss for the year of $173,831 (2025: loss of $55,236), net operating cash
outflow of $173,632 (2025: $346,307), and as of 31 March 2026 has positive equity of $187,125. The Company’s
ability to continue as a going concern is dependent on identifying a suitable business opportunity, and
maintaining low operating costs, which give rise to material uncertainty that may cast significant doubt on the
entity’s ability to continue operating and to realise its assets and settle its liabilities in the normal course of
business.
The Directors, in determining that the financial statements be prepared on a going concern basis have
considered the following; ongoing financial support from the majority shareholder, including a shareholder loan
to be advance in July 2026 of $200k as per Note 30, the Directors’ continued efforts to identify a suitable
reverse takeover (RTO) opportunity ; and events subsequent to balance date.
The financial statements have been prepared on a going concern basis, as the Directors have reasonable
expectation that the Company is able to meet all expenses and costs in the foreseeable future given the current
bank balance of $114,903, in conjunction with the support of the majority shareholder.

25. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker is identified as the Board of Directors. The
Company internally reported as a single operating segment to the chief decision-maker.
NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

24






26. Capital Management
The Company's objectives when managing capital (total equity) are to safeguard the Company's ability to
continue as a going concern to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust issue of new shares or borrowings
to reduce debt.
There are no external capital requirements.
The total equity will be used as managed capital. For 2026 total equity is $187,125 (2025: $360,956).

27. Lease Commitments
As at 31 March 2026, the Company had no material lease commitments (2025: Nil).

28. Capital Commitments
There were no capital commitments at 31 March 2026 (2025: Nil).

29. Contingent Assets and Liabilities
There are no material contingencies as at 31 March 2026 (2025: Nil).


30. Subsequent Events

Subsequent to balance date, the Company negotiated additional funding support from its majority shareholder. A
shareholder loan agreement of $200,000 has been entered into is expected to be advanced in July 2026.

As this agreement was entered into after balance date and does not relate to conditions existing at 31 March 2026,
it is considered a non-adjusting event. Accordingly, no adjustments have been made to the amounts recognised in
the financial statements.

This funding will provide additional working capital to support the Company’s ongoing operations.

There are no subsequent events after 31 March 2026.

NOTES TO THE FINANCIAL STATEMENTS
RTO Limited
For the year ended 31 March 2026

Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
williambuck.com

William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited



Independent auditor’s report to the shareholders of RTO Limited
Report on the audit of the financial statements
Our opinion on the financial statements
In our opinion, the accompanying financial statements of RTO Limited (the Company), present fairly, in
all material respects:
— the financial position of the Company as at 31 March 2026, and
— its financial performance and its cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the financial statements of the Company, which comprise:
— the statement of financial position as at 31 March 2026,
— the statement of comprehensive income for the year then ended,
— the statement of changes in equity for the year then ended,
— the statement of cash flows for the year then ended, and
— notes to the financial statements, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report.
We are independent of the Company in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with
Professional and Ethical Standard 1 and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Page | 26

Material uncertainty related to going concern
We draw attention to Note 24 in the financial statements, which indicates that the Company incurred a net
loss of $173,831 and experienced a net operating cash outflow of $173,632 for the year ended 31 March
2026. As stated in Note 24, these events or conditions, along with other matters as set forth in Note 24,
indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Except for the matter described in the Material uncertainty related to going concern section, we have
determined that there are no other key audit matters to communicate in our report.
Other information
The directors are responsible for the other information. The other information comprises the Chairman’s
Report, Corporate Governance Statement, Additional Information and Company Directory for the year
ended 31 March 2026, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any
form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial statements
The directors are responsible on behalf of the Company for the preparation and fair presentation of the
financial statements in accordance with NZ IFRS, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, the directors are responsible on behalf of the Company for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.

Page | 27

Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Bonita Swanepoel.
Restriction on distribution and use
This independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the shareholders, as a body, for our audit work,
this independent auditor’s report, or for the opinions we have formed.




William Buck Audit (NZ) Limited
Auckland
24 June 2026

28







The Board of the Company is committed to acting with integrity and expects high standards of behaviour and
accountability from all its officers and staff. These standards are detailed in the Company’s Board approved Code of
Ethics Policy document. Other key governance documents are available to investors and stakeholders on the
Company’s website. They include the Code of Ethics, Audit and Rick Committee Charter, Financial Products
Trading Policy and Guidelines, Governance Code and Nomination, Remuneration and Health and Safety
Committee Charter.
The Board recognises the need to continue to enhance its governance standards in line with developing best
practice. In doing so, the Board has considered standards, guidelines and principles published by a range of
interested parties in New Zealand and internationally. The governance principles adopted by the Board are
designed to meet best practice.

Role of the Board
The Chairman is elected by the Board of Directors, and his primary responsibility is the efficient functioning of
the Board, which involves managing the Board in the most effective manner and to provide a conduit between
the Board and the Chief Executive Officer when there is one. He has no significant external commitments that
conflict with this role.
The Company maintains an Interests Register and if necessary, conflicts of interest are recorded in the minutes.
Procedures for the operation of the Board, including the appointment and removal of Directors, are governed by
the Company’s Constitution.
The Governance Code sets out, in detail, the composition, responsibilities and roles of the Board of Directors.
The Board reviews its performance against these responsibilities annually.
The Board of Directors’ corporate governance responsibilities include overseeing the management of the
Company and Company to ensure proper direction and control of the Company’s activities. Corporate
Governance encompasses the requirement for the Board to discharge such responsibilities, to be accountable to
shareholders and other stakeholders for the performance of the Company, and to ensure that the Company is
compliant with laws and standards.
The Board establishes the corporate objectives of the Company and monitors management’s implementation
of strategies to achieve the objectives. It is engaged in on-going strategic planning in order to meet the objectives.
It provides an oversight of compliance and risk, it measures, and monitors management performance and it sets
in place the policy framework within which the Company operates.
The Board’s primary objective is the enhancement of shareholder value by following appropriate strategies and
ensuring effective and innovative use of available Company resources. Day-to-day maintenance of the Company is
delegated to two of the Company’s Directors, Sean Joyce and Craig Alexander.

Board Meetings
The Board normally meets quarterly each year for scheduled meetings. Additional meetings are held where
specific matters require attention between scheduled meetings. Board meetings are used to monitor, challenge,
develop and fully understand business and operational issues.









CORPORATE GOVERNANCE STATEMENT
RTO Limited
For the year ended 31 March 2026

29








Composition of the Board
The Board of the Company has a broad base of knowledge and experience in energy, engineering, financial
management, legal compliance and other expertise to meet the Company and the Company’s objectives. The
details and backgrounds of the Directors are detailed on the Company’s website.
The Governance Code provides that there will be no less than three and not more than six Directors. NZX
requirements are that at least two Directors are independent Directors.
The Board has determined, based on information provided by directors regarding their interests, that as at 31
March 2026, Sean Joyce and Craig Alexander, are Independent Directors. The Board makes an assessment on
the independence of each Director after consideration of the NZX Listing Rules, the NZX Corporate Governance
Code, guidance notes and legal advice.


Criteria for Board Membership
When a vacancy arises, the Board will identify candidates with a mix of capabilities and perspectives considered
necessary for the Board to carry out its responsibilities effectively. A Director appointed by the Board must stand
for election at the next annual meeting. A Director must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or 3 years, whichever is longer. Retiring Directors are eligible for re-
election.

Board Committees
The Board has established standing Committees (described below) that focus on specific responsibilities in
greater detail than is possible for the Board as a whole. All committee proceedings are reported back to the Board
and each operates under a Board approved Committee Charter that sets out its delegation and responsibility.

Audit and Risk Committee
The Audit and Risk Committee is responsible for monitoring the on-going effectiveness of risk management
activities. The Committee monitors trends in the Company’s risk profile and considers how the business
manages or mitigates key risk exposures. It implements risk management through its business processes of
planning, budgeting, investment, project analysis and operations management. The Company has a Risk
Management Policy that guides the risk management framework and the maintenance and monitoring of the
Company’s risk register.
The Audit and Risk Committee also monitors and oversees the quality of financial reporting and financial
management. In order to achieve this the Committee considers accounting and audit issues and makes
recommendations to the Board of Directors as required and monitors the role, responsibility and performance of
the external auditor. The function of the Audit and Risk Committee is to assist the Board in carrying out its
responsibilities under the Companies Act 1993 and the Financial Markets Conduct Act 2013 on matters relating
to the Company’s accounting practices, policies and controls relevant to the financial position, and to liaise with
external auditors on behalf of the Board of Directors.
The Audit and Risk Committee at the end of the financial year comprised Craig Alexander (Chair), Sean Joyce
and James Law.
CORPORATE GOVERNANCE STATEMENT
RTO Limited
For the year ended 31 March 2026

30









Remuneration and Nomination Committee
The Remuneration and Nomination Committee’s purpose is to review Directors’ fees, the Chief Executive
Officer’s remuneration package and performance. The policy for remuneration of senior management, ensures
the Company has formal and transparent processes for the nomination and appointment of Directors and to
identify any skill gaps to ensure diversity and experience on the Board. These duties form the basis of
recommendations to the Board.
The Remuneration and Nomination Committee is also responsible for: obtaining assurance that the Company’s
human resources policies and practices support achievement of the Company’s goals; overseeing appointments
of the Chief Executive Officer (if any), roles reporting to the Chief Executive Officer (if any), and key professional
advisors in the area of legal, tax and public relations, and overseeing the development of key employees. The
Remuneration and Nomination Committee at the end of the financial year comprised Craig Alexander (Chair),
Sean Joyce and James Law.

Health and Safety Committee
The Health and Safety Committee’s primary objective is to assist the Board in fulfilling its responsibilities and
objectives in all matters related to health and safety. The Health and Safety Committee at the end of the financial
year comprised Sean Joyce (Chair) and Craig Alexander.


Trading in Shares
The Company has a detailed Insider Trading and Financial Products Dealing Policy applying to all directors and
employees which prescribes “black-out” periods during which directors and employees must not trade in the
Company’s shares in any event. In addition, directors and employees are not able to trade in Company shares
if they are in possession of unpublished price sensitive information at any time. A procedure must be followed
to always obtain consent to trade in the Company’s shares.

The Company reinforces these measures by requiring that anyone designated as having the opportunity to
access price sensitive information can transact in the Company’s securities only with the prior approval of the
Chairman.

Timely and Balanced Disclosure
The Company maintains a Continuous Disclosure Policy. Continuous disclosure obligations in the NZX Main
Board Listing Rules require all listed companies to advise the market about any material events and developments
as soon as the Company becomes aware of them. The Company complies with these obligations on an on-going
basis. The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such
that all investors have equal and timely access to material information concerning the Company, including its
financial situation, performance, ownership and governance. The Company seeks to ensure that all
announcements are factual and presented in a clear and balanced way. Accountability for compliance with
disclosure obligations is with two of the Company’s Directors, Sean Joyce and Craig Alexander. Significant
market announcements, including the preliminary announcement of the half year and full year results, and the
financial statements for those periods, require review by the full Board.
CORPORATE GOVERNANCE STATEMENT
RTO Limited
For the year ended 31 March 2026

31









NZX Corporate Governance Code
A full statement on the extent to which the Company has followed the recommendations in the NZX Corporate
Governance Code during the year is available on the Company’s website, https://www.bgholdings.co.nz
Generally the Company does follow the recommendations in the NZX Corporate Governance Code. However,
the Company does not follow the following recommendation:
• Recommendation 2.5: The Company does not have a formal diversity policy, and has not had one at any
stage during the year. The Company does not have a formal diversity policy given there are only male
directors on the Board of the Company, and no executives at this time. While there is no formal diversity
policy, and no formal alternative governance practices relating to diversity have been adopted, the
Company recognises the wide-ranging benefits that diversity brings to an organisation and its workplaces.
The Company endeavours to ensure diversity at all levels of the organisation to ensure a balance of skills
and perspectives are available in the service of our shareholders and customers.
CORPORATE GOVERNANCE STATEMENT
RTO Limited
For the year ended 31 March 2026

32
Diver
sity
As at 31 March 2026, the gender balance of the Company’s D irectors, officers and all employees were as follows:
Fem
ale
Male
Total
Directors
The names of the Directors of the Company in office at the date of this Report are:
S ean Joyce
Craig Alexander
Say (James) Chan Law

Aud
itors
Fees accrued to William Buck in the 2026 year are $12,437.
Employees
The Company has no employees.
Don
ations
There were no donations paid during the year (2025: $Nil).
Sha
reholders
As at 31 March 2026 there were 4 28 shareholders.
Sha
re Issues
There were no shares issued during the financial year (2025: 62,500,000).
Sha
reholder Details
The ordinary shares of RTO Limited are listed on the NZX Main Board, operated by NZX Limited.
CORPORATE GOVERNANCE STATEMENT
RTO Limited
For the year ended 31 March 2026
Directors Officers Employees
2026 2025 2026 2025 2026 2025
0 0 0 0 0 0
3 3 0 0 0 0
3 3 0 0 0 0

33






Largest Shareholders
As at 31 March 2026, the 20 largest shareholders of the Company were as follows:

Fully Paid Ordinary
Shares Number
Held
% Held
1 Blackwell Global Group Limited 7,408,124 74.08%
2 Chai Kaw Sing 758,859 7.59%
3 New Zealand depository nominee 331,770 3.32%
4 Say Chan Law 262,000 2.62%
5 Pat Redpath O'Connor 231,033 2.31%
6 Lynton Ross Campbell & Dennis Michael Graham & Mark Hume
Thornton
123,537 1.24%
7 Barbara Charlotte Brown 106,409 1.06%
8 Pei Peng 70,552 0.71%
9 Aji Zou 55,549 0.56%
10 Annette Kathleen Earley 54,465 0.54%
11 Fiona Patricia Lyons & Kim Nigel Lyons & K & F Lyons Trustees Limited 40,773 0.41%
12 Paul Richard Huljich & Mark Richard Huljich & Simon Paul Huljich 33,299 0.33%
13 Russell Graham Roberts 32,000 0.32%
14 New Zealand Central Securities Depository Limited 29,103 0.29%
15 Minhua Chen 26,301 0.26%
16 Land Securities Limited 22,951 0.23%
17 Warren Bruce Stephens 20,000 0.20%
18 Teck Khing Yong 18,079 0.18%
19 Ross Dix Harvey 15,000 0.15%
20 David Alexander Kennedy 14,431 0.14%


Distribution of Equity Securities

Number of Security
Holders
Number of Securities
Size of Holding Number % Number %
1 to 1000 327 76.40 56,012 0.56
1001 to 5000 61 14.25 142,415 1.42
5001 to 10000 16 3.74 102,426 1.02
10001 to 50000 14 3.27 296,875 2.97
50001-100000
Greater then 100000
3
7
0.70
1.64
180,566
9,221,732
1.81
92.22

428 100.00 10,000,026 100.00



ADDITIONAL INFORMATION
RTO Limited
For the year ended 31 March 2026

34











Substantial Product Holders
Pursuant to Section 293 of the Financial Markets Conduct Act 2013, details of substantial product holders and
their total relevant interests as at 31 March 2026 is as follows:
Number of Shares
Blackwell Global Group Limited
7,408,124

Chai Kaw Sing (Michael)
758,859

New Zealand Depository Nominee
338,691

The total number of Shares on issue as at 31 March 2026 was 10,000,026 (2025: 10,000,026).

Shareholder Enquiries
Shareholders should send changes of address to MUFG Pension & Market Services Limited at the address
noted in the Company Directory. Notification must be in writing. Questions relating to shareholdings should
also be addressed to MUFG Pension & Market Services Limited. For information about the Company please
contact the Company at the Registered Office by sending an e-mail to sean@corporate-counsel.co.nz or visit
the website www.bgholdings.co.nz.

Announcement and Reporting to Shareholders
The Company has established an e-mail list of Shareholders that want to receive announcements and reports
made by Blackwell Global Holdings Limited to the NZX. Announcements and reports are e-mailed to
Shareholders who wish to receive them shortly after they are released. This will include the Annual Meeting
addresses, Annual Reports and Interim Reports. If you want to be added to this listing, please e-mail
registry@bghholdings.co.nz and advise us of your preferred e-mail address. Your e-mail details will be kept
confidential.

Waivers
During the course of the financial year ended 31 March 2026 the Company obtained no waivers from NZX
Limited.









ADDITIONAL INFORMATION
RTO Limited
For the year ended 31 March 2026

35








As at 31 March 2026

Independent Directors Share Registrar
Sean Joyce MUFG Pension & Market Services Limited
Craig Alexander Level 30, PWC Tower
15 Customs Street West, Auckland CBD
Auckland 1010
Tel: 09 375 5998
Non-Executive Directors
Say Chan Law
Solicitors

Chapman Tripp

Level 34, PwC Tower 15 Customs Street West
Auckland
Registered Office
84 Coates Avenue Bankers
Orakei, Auckland ASB Bank Limited
ASB, North Wharf, 12 Jellicoe Street, Auckland
Company Number
1474151 Auditor
William Buck Audit (NZ) Ltd
Incorporated Level 4
22 January 2004 21 Queen Street
Auckland 1010
Shares Issued
10,000,026
COMPANY DIRECTORY
RTO Limited
For the year ended 31 March 2026